Alliance Trust PLC : Response to Press Speculation

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM, ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.

For immediate release

30 May 2016

ALLIANCE TRUST PLC

("Alliance Trust" or the "Company")

Strategic review and statement regarding press speculation

As communicated to shareholders in October of last year and more recently at the time of the publication of the annual results in March this year, a number of significant changes to Alliance Trust have been implemented in order to enhance shareholder value and to better position the Company to deliver consistent outperformance in a cost-effective manner. As part of that process, changes have been made to the composition of the Company's Board of Directors to make it fully independent and comprised solely of non-executive directors, including the appointment of Lord Smith of Kelvin as Chairman in February 2016.

The Board has recently appointed Canaccord Genuity, alongside other specialist advisers, to advise the Company on continuing this process of development, to include a strategic review of the Group encompassing a broad range of potential courses of action which the Company might choose to take for the benefit of its shareholders. The Company wishes to thoroughly explore all options available to it for the long-term future benefit of shareholders and therefore expects that the strategic review outcome may not be determined for some months.

The Board of Alliance Trust notes recent press speculation relating to an unsolicited approach received by the Board and confirms that RIT Capital Partners plc ("RIT") has approached Alliance Trust with an informal proposal for a merger of the two companies.  However, no detailed terms have been provided by RIT with regard to the proposal or in respect of the Company's two principal operating subsidiaries. The Board of Alliance Trust will incorporate any formal merger proposal received from RIT into its strategic review, alongside the other options being considered.

There can be no certainty that any transaction will result from the strategic review. In the interim, shareholders are strongly advised to take no action and to await the outcome of the Board's strategic review.

As a consequence of this announcement, the Company is now considered to be in an "Offer Period" as defined in the City Code on Takeovers and Mergers (the "Code").  Accordingly, the Company is required to suspend share buy backs.

In accordance with Rule 2.6(a) of the Code, RIT must, by 5.00 pm on 27 June 2016, being the 28th day following the date of this announcement, either announce a firm intention to make an offer for the Company under Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company under Rule 2.8 of the Code, unless the Takeover Panel agrees otherwise in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.10 of the Code, the Company confirms that it has 514,975,801 ordinary shares of 2.5 pence each in issue.  The Company holds no shares in treasury.  Accordingly, the total number of voting rights in the Company is 514,975,801. The International Securities Identification Number for the Company's ordinary shares is GB00B11V7W98.

Further update announcements will be made as appropriate.

Enquiries

Company Lord Smith of Kelvin (Chairman) Gregor Stewart (Deputy Chairman)	+ 44 (0) 1382 321000
Canaccord Genuity (Financial Adviser) Andrew 'Z' Zychowski Robbie Robertson David Yovichic	+ 44 (0) 20 7523 8000
Tulchan Communications (PR) Stephen Malthouse Martin Pengelley	+ 44 (0) 20 7353 4200

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.  This is an announcement under Rule 2.4 of the Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.  Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

Canaccord Genuity Limited is authorised and regulated by the Financial Conduct Authority. Canaccord Genuity Limited is acting as financial adviser exclusively for Alliance Trust and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Alliance Trust for providing the protections afforded to clients of Canaccord Genuity Limited, nor for providing advice in relation to any matters referred to herein.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www.alliancetrust.co.uk no later than 12.00 noon (London time) on 31 May 2016 (being the business day following the date of this announcement) in accordance with Rule 26.1(a) of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Alliance Trust PLC via Globenewswire

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